0000950124-01-503693.txt : 20011106 0000950124-01-503693.hdr.sgml : 20011106 ACCESSION NUMBER: 0000950124-01-503693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011031 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONSUMERS FUNDING LLC CENTRAL INDEX KEY: 0001126128 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-47938 FILM NUMBER: 1772956 BUSINESS ADDRESS: STREET 1: 212 W. MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 MAIL ADDRESS: STREET 1: 212 W. MICHIGAN AVE CITY: JACKSON STATE: MI ZIP: 49201 8-K 1 k65713e8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 OCTOBER 31, 2001 -------------------------------------------------------------------------------- Date of Report (Date of earliest reported) CONSUMERS FUNDING LLC -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 333-47938 ------------------------------- -------------- ---------------- (State or other (Commission jurisdiction of incorporation) File Number) 212 W. MICHIGAN AVENUE, SUITE M-1029, JACKSON, MICHIGAN 49201 ---------------------------------------------------------------- -------------- (Address of Principal Executive Offices) (ZIP Code) (517) 788-0179 -------------- (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure. The Registrant files the computational materials attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibit 99.1 - computational materials dated October 31, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Consumers Funding LLC (Registrant) October 31, 2001 (Date) /s/ David A. Mikelonis ------------------ Name: David A. Mikelonis Title: Manager EXHIBIT INDEX Exhibit 99.1 Computational Materials dated October 31, 2001 EX-99.1 3 k65713ex99-1.txt COMPUTATIONAL MATERIALS DATED OCTOBER 31, 2001 EXHIBIT 99.1 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group REVISED COMPUTATIONAL MATERIALS [CONSUMERS ENERGY LOGO] CONSUMERS FUNDING LLC $468,592,000 SECURITIZATION BONDS SERIES 2001-1 THESE COMPUTATIONAL MATERIALS SUPERCEDE PRIOR COMPUTATIONAL MATERIALS REGARDING CONSUMERS FUNDING LLC, SECURITIZATION BONDS SERIES 2001-1. NOTE: REDS ARE CURRENTLY AVAILABLE. WEBSITE AVAILABLE AT: WWW.CMSENERGY.COM (CLICK ON INVESTOR INFORMATION) BLOOMBERG ROADSHOW AVAILABLE ON WEDNESDAY, OCTOBER 24TH: TYPE MSRD <>, THEN FOLLOW THE MENUS This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group $469 MILLION CONSUMERS FUNDING LLC SECURITIZATION BONDS, SERIES 2001-1 CONSUMERS ENERGY COMPANY (SERVICER) TRANSACTION HIGHLIGHTS
Expected Ratings Average Expected Tranche (Moody's/S&P/ Life/Modified Payment Expected Legal Class Size Type Fitch) Duration Window Final Final -------------------------------------------------------------------------------------------------------------- A-1 $ 26,000,000 Sequential Aaa/AAA/AAA 1.0 yrs./1.0 yrs. 10 months 4/20/03 4/20/05 A-2 $ 84,000,000 Sequential Aaa/AAA/AAA 3.0 yrs./2.8 yrs. 37 months 4/20/06 4/20/08 A-3 $ 31,000,000 Sequential Aaa/AAA/AAA 5.0 yrs./4.4 yrs. 13 months 4/20/07 4/20/09 A-4 $ 95,000,000 Sequential Aaa/AAA/AAA 7.0 yrs./5.8 yrs. 37 months 4/20/10 4/20/12 A-5 $117,000,000 Sequential Aaa/AAA/AAA 10.0 yrs./7.5 yrs. 37 months 4/20/13 4/20/15 A-6 $115,592,000 Sequential Aaa/AAA/AAA 12.9 yrs./8.8 yrs. 31 months 10/20/15 10/20/16
BOOK-RUNNING MANAGER: Morgan Stanley CO-MANAGERS: Banc One Capital Markets, Inc., Barclays Capital, J.P. Morgan Securities Inc., Loop Capital Markets, LLC EXPECTED PRICING: On or about November 1, 2001. Securitization Bonds priced to maturity EXPECTED SETTLEMENT: November 8, 2001, settling flat through DTC, Cedel and Euroclear INTEREST PAYMENTS: Quarterly, on the 20th of each January, April, July and October PRINCIPAL PAYMENTS: Quarterly, on the 20th of each January, April, July and October FIRST INTEREST PAYMENT: July 20, 2002 FIRST PRINCIPAL PAYMENT: July 20, 2002 DAY COUNT BASIS: 30/360 CREDIT ENHANCEMENT: (i) Mandatory true-up mechanism - enables rates charged to customers to be adjusted to cover scheduled debt service, pay expenses, fund overcollateralization and replenish capital subaccount (ii) Capital subaccount (upfront deposit of 0.5% of initial aggregate principal balance) (iii) Overcollateralization subaccount: 0.5% of initial aggregate principal balance (initially $0, funded ratably over life of Securitization Bonds, reaching an aggregate balance of $2,342,960)
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 2 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group
TRUE-UP ADJUSTMENTS: TRUE-UP FREQUENCY PAYMENT DATES Annually 10/20/02 - 7/20/14 Quarterly 10/20/14 - 10/20/15 OPTIONAL CLEAN-UP CALL: 5% of initial aggregate principal balance ERISA ELIGIBILITY: All classes, subject to applicable ERISA exemptions
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 3 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group PROJECTED SECURITIZATION BOND AMORTIZATION SCHEDULE Consumers will file true-up requests with the Michigan Public Service Commission to adjust Securitization Charges ("SCs") so that the actual class balance matches the projected class balance by the appropriate payment date.
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6 ----------------- --------- --------- --------- --------- --------- --------- Issuance Date $ 26,000,000 $ 84,000,000 $ 31,000,000 $ 95,000,000 $ 117,000,000 $ 115,592,000 7/20/02 17,700,961 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000 10/20/02 10,350,370 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000 1/20/03 3,666,292 84,000,000 31,000,000 95,000,000 117,000,000 115,592,000 4/20/03 0 81,007,867 31,000,000 95,000,000 117,000,000 115,592,000 7/20/03 - 75,022,007 31,000,000 95,000,000 117,000,000 115,592,000 10/20/03 - 67,542,756 31,000,000 95,000,000 117,000,000 115,592,000 1/20/04 - 60,661,938 31,000,000 95,000,000 117,000,000 115,592,000 4/20/04 - 53,775,385 31,000,000 95,000,000 117,000,000 115,592,000 7/20/04 - 47,596,577 31,000,000 95,000,000 117,000,000 115,592,000 10/20/04 - 39,919,038 31,000,000 95,000,000 117,000,000 115,592,000 1/20/05 - 32,838,454 31,000,000 95,000,000 117,000,000 115,592,000 4/20/05 - 25,737,563 31,000,000 95,000,000 117,000,000 115,592,000 7/20/05 - 19,338,243 31,000,000 95,000,000 117,000,000 115,592,000 10/20/05 - 11,424,749 31,000,000 95,000,000 117,000,000 115,592,000 1/20/06 - 4,116,844 31,000,000 95,000,000 117,000,000 115,592,000 4/20/06 - 0 27,793,855 95,000,000 117,000,000 115,592,000 7/20/06 - - 21,155,600 95,000,000 117,000,000 115,592,000 10/20/06 - - 12,974,116 95,000,000 117,000,000 115,592,000 1/20/07 - - 5,394,886 95,000,000 117,000,000 115,592,000 4/20/07 - - 0 92,792,137 117,000,000 115,592,000 7/20/07 - - - 85,845,782 117,000,000 115,592,000 10/20/07 - - - 77,331,333 117,000,000 115,592,000 1/20/08 - - - 69,419,271 117,000,000 115,592,000 4/20/08 - - - 61,482,284 117,000,000 115,592,000 7/20/08 - - - 54,180,570 117,000,000 115,592,000 10/20/08 - - - 45,293,307 117,000,000 115,592,000 1/20/09 - - - 37,016,366 117,000,000 115,592,000 4/20/09 - - - 28,719,497 117,000,000 115,592,000 7/20/09 - - - 21,042,645 117,000,000 115,592,000 10/20/09 - - - 11,762,972 117,000,000 115,592,000 1/20/10 - - - 3,100,895 117,000,000 115,592,000 4/20/10 - - - 0 111,423,220 115,592,000 7/20/10 - - - - 103,343,396 115,592,000 10/20/10 - - - - 93,633,452 115,592,000 1/20/11 - - - - 84,535,344 115,592,000 4/20/11 - - - - 75,413,536 115,592,000 7/20/11 - - - - 66,869,428 115,592,000
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 4 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6 ----------------- --------- --------- --------- --------- --------- --------- 10/20/11 - - - - 56,677,037 115,592,000 1/20/12 - - - - 47,101,178 115,592,000 4/20/12 - - - - 37,503,372 115,592,000 7/20/12 - - - - 28,466,831 115,592,000 10/20/12 - - - - 17,763,861 115,592,000 1/20/13 - - - - 7,681,334 115,592,000 4/20/13 - - - - 0 113,169,844 7/20/13 - - - - - 103,609,042 10/20/13 - - - - - 92,355,734 1/20/14 - - - - - 81,716,545 4/20/14 - - - - - 71,047,543 7/20/14 - - - - - 60,897,245 10/20/14 - - - - - 49,035,223 1/20/15 - - - - - 37,648,858 4/20/15 - - - - - 25,409,551 7/20/15 - - - - - 13,647,227 10/20/15 - - - - - 0
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 5 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group DECREMENT TABLE TO MATURITY
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6 ----------------- --------- --------- --------- --------- --------- --------- % % % % % % Issuance Date 100 100 100 100 100 100 7/20/02 68 100 100 100 100 100 10/20/02 40 100 100 100 100 100 1/20/03 14 100 100 100 100 100 4/20/03 0 96 100 100 100 100 7/20/03 - 89 100 100 100 100 10/20/03 - 80 100 100 100 100 1/20/04 - 72 100 100 100 100 4/20/04 - 64 100 100 100 100 7/20/04 - 57 100 100 100 100 10/20/04 - 48 100 100 100 100 1/20/05 - 39 100 100 100 100 4/20/05 - 31 100 100 100 100 7/20/05 - 23 100 100 100 100 10/20/05 - 14 100 100 100 100 1/20/06 - 5 100 100 100 100 4/20/06 - 0 90 100 100 100 7/20/06 - - 68 100 100 100 10/20/06 - - 42 100 100 100 1/20/07 - - 17 100 100 100 4/20/07 - - 0 98 100 100 7/20/07 - - - 90 100 100 10/20/07 - - - 81 100 100 1/20/08 - - - 73 100 100 4/20/08 - - - 65 100 100 7/20/08 - - - 57 100 100 10/20/08 - - - 48 100 100 1/20/09 - - - 39 100 100 4/20/09 - - - 30 100 100 7/20/09 - - - 22 100 100 10/20/09 - - - 12 100 100 1/20/10 - - - 3 100 100 4/20/10 - - - 0 95 100 7/20/10 - - - - 88 100 10/20/10 - - - - 80 100 1/20/11 - - - - 72 100 4/20/11 - - - - 64 100 7/20/11 - - - - 57 100 10/20/11 - - - - 48 100 1/20/12 - - - - 40 100
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 6 MORGAN STANLEY AS REVISED OCTOBER 31, 2001 [CONSUMERS ENERGY LOGO] Securitized Products Group 6
DISTRIBUTION DATE CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6 ----------------- --------- --------- --------- --------- --------- --------- % % % % % % 4/20/12 - - - - 32 100 7/20/12 - - - - 24 100 10/20/12 - - - - 15 100 1/20/13 - - - - 7 100 4/20/13 - - - - 0 98 7/20/13 - - - - - 90 10/20/13 - - - - - 80 1/20/14 - - - - - 71 4/20/14 - - - - - 61 7/20/14 - - - - - 53 10/20/14 - - - - - 42 1/20/15 - - - - - 33 4/20/15 - - - - - 22 7/20/15 - - - - - 12 10/20/15 - - - - - 0
AVERAGE LIFE SENSITIVITY TO DECREASES IN FORECASTED SALES The following table highlights the sensitivity of the average lives of the various classes to decreases in forecasted sales.
ANNUAL DECLINES IN FORECASTED ENERGY CONSUMPTION TARGETED ------------------------------------------------- CLASS AVG. LIFE 0% 5% 10% 15% ----- --------- -- -- --- --- A-1 1.0 1.0 1.0 1.0 1.1 A-2 3.0 3.0 3.0 3.1 3.2 A-3 5.0 5.0 5.0 5.1 5.2 A-4 7.0 7.0 7.0 7.1 7.1 A-5 10.0 10.0 10.0 10.0 10.1 A-6 12.9 12.9 12.9 12.9 12.9
This information is furnished on a confidential basis and may not be reproduced in whole or in part and is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. This material is based on information provided by Consumers Funding LLC and Consumers Energy Company with respect to the expected characteristics of the securitization property securing these securities. The actual characteristics and performance of the securitization property will differ from the assumptions used in preparing these materials, which are hypothetical in nature. Changes in the assumptions may have a material impact on the information set forth in these materials. Morgan Stanley & Co. Incorporated makes no representation or warranty with respect to the appropriateness, usefulness, accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus and Prospectus Supplement prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus and Prospectus Supplement. Such Prospectus and Prospectus Supplement will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus and Prospectus Supplement. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein and is therefore subject to change. We make no representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied on for such purposes. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Although the analyses herein may not show a negative return on the securities referred to herein, such securities are not principal protected and, in certain circumstances, investors in such securities may suffer a complete or partial loss on their investment. Morgan Stanley & Co. Incorporated disclaims any and all liability relating to this information, including without limitation any express or implied representations or warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. Morgan Stanley & Co. Incorporated and others associated with it may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. Information contained in this material is current as of the date appearing on this material only. Information in this material regarding any assets backing any securities discussed herein supercedes all prior information regarding such assets. Morgan Stanley & Co. Incorporated is acting as the lead underwriter and not acting as agent for the issuer or its affiliates in connection with the proposed transaction. To our readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. We recommend that such investors obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY. 7